0001140361-21-006780.txt : 20210301 0001140361-21-006780.hdr.sgml : 20210301 20210301214644 ACCESSION NUMBER: 0001140361-21-006780 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20210226 FILED AS OF DATE: 20210301 DATE AS OF CHANGE: 20210301 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: LAWRENCE BRYAN H CENTRAL INDEX KEY: 0001210010 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-15555 FILM NUMBER: 21701084 MAIL ADDRESS: STREET 1: C/O CROSSTEX ENERGY HOLDINGS INC STREET 2: 2501 CEDAR SPRINGS STE 600 CITY: DALLAS STATE: TX ZIP: 75201 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Riley Exploration Permian, Inc. CENTRAL INDEX KEY: 0001001614 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 870267438 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 29 E. RENO AVENUE STREET 2: SUITE 500 CITY: OKLAHOMA CITY STATE: OK ZIP: 73104 BUSINESS PHONE: 405-415-8699 MAIL ADDRESS: STREET 1: 29 E. RENO AVENUE STREET 2: SUITE 500 CITY: OKLAHOMA CITY STATE: OK ZIP: 73104 FORMER COMPANY: FORMER CONFORMED NAME: TENGASCO INC DATE OF NAME CHANGE: 19960612 3 1 form3.xml FORM 3 X0206 3 2021-02-26 0 0001001614 Riley Exploration Permian, Inc. REPX 0001210010 LAWRENCE BRYAN H 410 PARK AVENUE 20TH FLOOR NEW YORK NY 10022-4407 true Common Stock, par value $0.001 per share 1784113 I See footnote Common Stock, par value $0.001 per share 4677410 I See footnote Exchangeable Promissory Note 14.72 2021-02-26 Common Stock 443599 I See footnote The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for Section 16 or any other purpose. In connection with the closing of the transactions contemplated by the Agreement and Plan of Merger, dated as of October 21, 2020, by and among Tengasco, Inc. ("TGC"), Antman Sub, LLC, a wholly-owned subsidiary of TGC ("Merger Sub"), and Riley Exploration - Permian, LLC ("REP"), as amended, pursuant to which Merger Sub merged with and into REP with REP surviving (the "Merger") and continuing as a wholly-owned subsidiary of TGC (which changed its name to "Riley Exploration Permian, Inc.", the "Issuer"), these shares were received in exchange for common units of REP (including common units of REP issued to the reporting person upon conversion of preferred units of REP immediately prior to the Merger). The share amounts of the Issuer's common stock reflect the 1-for-12 reverse stock split of the Issuer's common stock effected on February 26, 2021 immediately prior to the completion of the Merger. These securities are owned directly by Yorktown Energy Partners XI, L.P. ("Yorktown XI"). The reporting person is a member and a manager of Yorktown XI Associates LLC, the general partner of Yorktown XI Company LP, the general partner of Yorktown XI. These securities are owned directly by Riley Exploration Group, LLC ("REG"). Yorktown Energy Partners IV, L.P. ("Yorktown IV") is a member of REG. The reporting person is a member and a manager of Yorktown IV Company LLC, the general partner of Yorktown IV. Yorktown Energy Partners V, L.P. ("Yorktown V") is a member of REG. The reporting person is a member and a manager of Yorktown V Company LLC, the general partner of Yorktown V. Yorktown Energy Partners VI, L.P. ("Yorktown VI") is a member of REG. The reporting person is a member and a manager of Yorktown VI Associates LLC, the general partner of Yorktown VI Company LP, the general partner of Yorktown VI. Yorktown Energy Partners VII, L.P. ("Yorktown VII") is a member of REG. The reporting person is a member and a manager of Yorktown VII Associates LLC, the general partner of Yorktown VII Company LP, the general partner of Yorktown VII. Yorktown Energy Partners VIII, L.P. ("Yorktown VIII") is a member of REG. (continuation from footnote 4) The reporting person is a member and a manager of Yorktown VIII Associates LLC, the general partner of Yorktown VIII Company LP, the general partner of Yorktown VIII. Yorktown Energy Partners IX, L.P. ("Yorktown IX") is a member of REG. The reporting person is a member and a manager of Yorktown IX Associates LLC, the general partner of Yorktown IX Company LP, the general partner of Yorktown IX. Yorktown Energy Partners X, L.P. ("Yorktown X") is a member of REG. The reporting person is a member and a manager of Yorktown X Associates LLC, the general partner of Yorktown X Company LP, the general partner of Yorktown X. REG and Yorktown X are parties to an Amended and Restated Exchangeable Promissory Note (the "Note"), dated as of December 31, 2020, whereby REG promises to pay to Yorktown X a principal sum plus interest. Interest accrues at a rate of fifteen percent (15.00%) per annum. There is no expiration or maturity of the Note, and Yorktown X can demand payment with 30 days written notice. REG can prepay the Note at any time. Pursuant to the terms of the Note, following the consummation of the Merger, Yorktown X can elect to receive shares of Common Stock of the Issuer held by REG in exchange for cancellation of the Note. The reported number of shares and exercise price are based on an exchange on March 1, 2021. The Note is held directly by Yorktown X. The reporting person is a member and a manager of Yorktown X Associates LLC, the general partner of Yorktown X Company LP, the general partner of Yorktown X. Exhibit List: Exhibit 24 - Power of Attorney /s/ Bryan H. Lawrence 2021-03-01 EX-24 2 brhc10021097_ex24.htm EXHIBIT 24
Exhibit 24

POWER OF ATTORNEY
FOR EXECUTING FORM ID, FORMS 3, FORMS 4, FORMS 5, AND FORM 144
 
The undersigned hereby constitutes and appoints Bobby D. Riley, Kevin Riley, and Corey Riley, with full power of substitution, as the undersigned’s true and lawful attorney-in-fact to:
 

 (1)
Execute for and on behalf of the undersigned a Form ID (including amendments thereto), or any other forms prescribed by the Securities and Exchange Commission, that may be necessary to obtain codes and passwords enabling the undersigned to make electronic filings with the Securities and Exchange Commission of the forms referenced in clause (2) below;
 

 (2)
Execute for and on behalf of the undersigned any (a) Form 3, Form 4 and Form 5 (including amendments thereto) in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and (b) Form 144 (including amendments thereto), but only to the extent each form or schedule relates to the undersigned’s beneficial ownership of securities of Riley Exploration Permian, Inc. or any of its subsidiaries; and
 

 (3)
Do and perform any and all acts for and on behalf of the undersigned that may be necessary or desirable to complete and execute any Form ID, Form 3, Form 4, Form 5 or Form 144 (including amendments thereto) and timely file the forms or schedules with the Securities and Exchange Commission and any stock exchange or quotation system, self-regulatory association or any other authority.
 
The undersigned hereby grants to the attorney-in-fact full power and authority to do and perform all and every act requisite, necessary or proper to be done in the exercise of any of the rights and powers granted herein, as fully to all intents and purposes as the undersigned might or could do if personally present.  The undersigned acknowledges that the attorney-in-fact, in serving in such capacity at the request of the undersigned, are not assuming (nor is Riley Exploration Permian, Inc.) any of the undersigned’s responsibilities to comply with Section 16 of the Exchange Act.
 
The undersigned agrees that the attorney-in-fact may rely entirely on information furnished orally or in writing by or at the direction of the undersigned to the attorney-in-fact.
 
This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Form ID, Form 3, Form 4, Form 5 and Form 144 (including amendments thereto) with respect to the undersigned’s holdings of and transactions in securities issued by Riley Exploration Permian, Inc., unless earlier revoked by the undersigned in a signed writing delivered to the attorney-in-fact.  This Power of Attorney does not revoke any other power of attorney that the undersigned has previously granted.
 
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of the date written below.
 
 /s/ Bryan H. Lawrence
Signature
 
Bryan H. Lawrence
Type or Print Name
 
03/01/2021
Date